


Circumstantial Memory

by ajfessler



Series: Something of Worth [1]
Category: Agents of S.H.I.E.L.D. (TV), Iron Man (Movies)
Genre: Alternate Universe - Canon Divergence, Complicated Relationships, Friendship, I'm Sorry, Implied/Referenced Child Abuse, M/M, Memory Loss, POV Phil Coulson, Pansexual Character, Past Child Abuse, Post-Captain America: The Winter Soldier, Recovered Memories, back story, demiromantic Phil Coulson, forgot that went in there
Language: English
Status: Completed
Published: 2017-10-10
Updated: 2017-10-10
Packaged: 2019-01-15 17:33:16
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 9,587
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/12325614
Author URL: https://archiveofourown.org/users/ajfessler/pseuds/ajfessler
Summary: He knows something is missing, but what is always the question. Perhaps even who. All he's got left are a few paltry words and Nick Fury's word. Even Phil Coulson without his memories knows that's only worth so much. And now Captain America has dumped the SHIELD servers into the internet. With the lives of too many agents in the balance Phil Coulson reaches out to the one man who can solve all his problems, if only he can remember.





	1. Chapter 1

**Author's Note:**

> Rated for swearing, and references to sexual situations.

It’s an ache, in his chest. Frustrating and painful, stealing his breath at the oddest moments. An ache of everything that should have been there and wasn’t, everything from before. Except, Phil couldn’t remember. Can’t remember why before was important. Knows it is, like he knows his name. But not why he needs to figure things out and remember. There is a fog in his mind where everything important resides and nothing to guide him through to where he needs to go. 

Usually they are so busy that Phil doesn’t notice the missing parts. Doesn’t notice the moments he listens for something he shouldn’t be able to hear or the sight of something he can never put his finger on. He does notice the disappointment when the anticipated moment never happens. He does notice when the frustration sets in. And sometimes he thinks if he can just calm down and focus on that frustration and the ache of emptiness where something important resided that he’ll figure out what’s wrong. He’ll make it to the other side of the fog. 

It never happens. Someone will always interrupt and inevitably that stupid phrase will come out of his mouth and it will all be gone again. Until the silence becomes complete and the sounds he’s always associated with silence are missing. Until he starts listening for something that isn’t there. Won’t be there because Phil is thirty thousand feet in the air and not wherever he was before. 

He can’t remember why but being in the air feels right, just not the Bus. The plane feels wrong. Indulgent and opulent. The plush richness strikes a dissonant chord inside and Phil will suddenly find himself wanting to lash out in anger. To strike at any available target because it’s all wrong. Wrong, wrong, wrong. But he doesn’t know what’s right, what’s supposed to be right so instead Phil bites his tongue and goes about his day. That stupid phrase always on the tip of his tongue ready to wipe away whatever miniscule progress he’s attained. 

The day started like any other, well of a sort. Phil hadn’t slept so honestly it was still yesterday for him. But the sounds of his team moving around to start their day told him it was now tomorrow. He hadn’t made it to his bed. Hadn’t made it out of his office. The office that was a facsimile of normality. Everything was right, but like everything else, it was all wrong too. 

Phil rubbed his face and quietly admitted, in the safety of his own head, that he was tired and afraid. Did sleeping steal the memories he didn’t have as well as that stupid phrase? He didn’t know and didn’t know who to trust. A voice he should know whispered out of the fog _”Who do I place my faith in sir? I’m just a puppet on strings here.”_

He knew what he’d said in response to those words. ‘In me and I’ll make sure you get home’, a name was just out of his reach. On the tip of his mental tongue. A name that came with dancing blue eyes. A name that Phil trusted; loved of a sort. Closing his eyes, Phil tried to relax. To let the memory come at its own pace. To not force his mind to capture something as ephemeral as a memory. That’s what all the literature he’d read on memory retrieval had said to do at least. It never worked, but still Phil tried.

The jangle of a phone ringer startled him and the wisps of memory shattered out of his grasp. With a sigh of frustration, Phil picked up the phone and demanded, “What?” 

Silence meet him from the other end. A long moment passed before a tentative voice nearly whispered, “Sir… SHIELD’s fallen sir. It’s all over the news. I’m in deep and my handler tried to kill me. They redirected my call to you. What do I do sir?”

Cradling the phone in his shoulder Phil pulled up his newsfeeds and sure enough. Breaking news all over the world. A data dump minutes before an attack on the Triskelion. Nothing left of the building, three helicarriers in the Potomac, Captain America front and center as the responsible party. Forgetting that he had an agent listening Phil breathed, “Shit.” 

There was a squeak from the other end of the line that brought Phil back to the matter at hand. There were hundreds of undercover operations that were now in jeopardy of being discovered. Hundreds of agents who were in imminent danger of being tortured and possibly killed for doing their jobs. Lives that Steve Rogers had forsaken with the data dump. Taking a deep breath, Phil pushed the fury that rose up alongside that realization. Now wasn’t the time. 

Instead, Phil squared his shoulders and asked, “Are you able to retreat to a safe location? Somewhere you can be extracted easily?” 

The voice on the other side of the line hesitated before there was a rustling noise. Phil identified the noise as a map being opened. Seconds later the agent answered, “Yes sir, it’ll take me a couple of days but I can get to a drop sight without undue risk.” 

Phil nodded and said, “Do it. Radio in when you’ve arrived for transport.” 

The line went dead. Phil gently placed the receiver back in it’s cradle before sitting back and letting his emotions run rampant. This would be his last moment of peace. Phil could already tell. Rubbing a hand over his face, Phil stood up from his desk and stalked out of his office. His team was sitting around laughing over breakfast. They immediately silenced at the first look of him. He gave them a tight smile and ordered, “I need contact with SHIELD’s top tech consultants as soon as possible and I need someone to start handling calls from field agents who are now stranded. If you haven’t seen the news SHIELD’s been destroyed and all of her files dumped onto the internet. We’ll have to work fast to get as many of our operatives out of harm's way as possible.” 

They were scrambling before he’d finished talking. The sight brought a smile to his face as Phil went over to one of the holographs and started loading the data on known agents who were accounted for to the left and unaccounted for to the right. They would need to check in with every single one of them. When he was finished Phil blinking in shock at the final number. Two hundred and fourteen agents with another forty-seven handlers. It was a staggering number. 

The fury that had threatened to swamp him early rushed back. Two hundred and sixty-one lives. Lives that were thrown out like the trash in Captain America’s data dump. Which wasn’t taking into account how many people had been injured or killed when the Triskelion had been brought down by a helicarrier crashing into it. 

A throat cleared over his shoulder. Turning Phil saw Skye standing there looking unsure of herself. He dredged up a smile for her. This wasn’t like their normal missions. There wasn’t a clear plan laid out in front of her and while she was decent enough at getting into places she shouldn’t be Phil wasn’t about to set her the nearly impossible task of filtering the sheer amount of information that had just been released. Her return smile was a bit wobbly but her voice was steady enough when she said, “Coulson, I started looking for the tech consultants like you wanted and the only name that’s not plastered all over the internet is Tony Stark.” He watched her bite her lip before she asked, “Is this _the_ Tony Stark? Is he really the top tech for SHIELD?” 

A memory burst forward from behind his fog. Air conditioning contrasting with bright hot sunlight streaming through floor to ceiling windows. A ridiculous goatee twitching in amusement as Phil threatened _I will taze you and watch "Supernanny" while you drool into the carpet_. Brown eyes warming in amusement and access to a workshop that only a handful of people had ever seen came with it. That inner sanctum of stunning brilliance. Phil also remembered staring in awe the first time that the interactive holograms had lit the genius up. He remembered thinking that Tony Stark had been beautiful lit up in blue defying convention; creating the impossible.

Blinking, Skye came into focused. Her gaze worried before she asked, “Are you okay Coulson? Is this a…"

He cut her off before she could say anything that might trigger him to say that stupid phrase, “No, I’m fine. Just a memory. A good one. Put a call into JARVIS and see if Mr. Stark has a moment for me please.”

Her expression was skeptical as she nodded and walked away. Phil sighed in relief. A memory from before, just one but with so many impressions that it felt like so much more. And if he was supremely lucky, he’d be able to keep it. Side stepping the explanation of how and why with Stark would require all of his skills in communication. It would be worth it to keep that one precious memory.

Phil returned to his office. If he knew Tony Stark at all, the man would call the exact moment the message from Phil was received. The walls weren’t sound proof on the Bus, but Phil had a closed door policy which had been explained to every member on board. Whether you heard it or not, if the door was closed it wasn’t any of your business. It had worked well so far and Phil had faith that it would continue to work.

The moment he sat down in his chair the computer on the desk made a chiming noise and Stark’s faced appeared on the monitor. They stared at each other for a long moment before Stark said, “Jesus, it is you. What the ever living fuck Coulson?”

Phil felt the corners of his lips turn up in spite of his efforts otherwise before he said, “Mr. Stark, it’s good to see you again as well.”

There was an eye roll from the other side of the screen before Stark leaned back and crossed his arms over his chest. Phil shook his head and hurried to explain before Tony could ask and unintentionally force Phil to lose what little he’d gained back of his mind. “Fury’s idea, not mine. And a few side effects I’d rather not get into at the moment. Suffice it to say that until ten minutes ago I had no idea we’d met before.” 

There was a slow nod from the genius before Tony said, “Right, we’ll come back to that. Jarvis make a note.” 

In the background Phil heard the AI giving the affirmative for the reminder before Tony asked, “So why’d you need to call me? I’m assuming this isn’t a social call to say hey I’m not dead?” 

That little smile he just couldn’t control around Stark was back as well as the overwhelming need to bring up TAHITI. Closing his eyes, Phil bite his tongue until the urge passed. Distantly he heard Stark request “Jarvis give me bio stats and start tracking facial ticks and corresponding verbiage.” 

Opening his eyes back up, Phil rubbed a hand over his face. Grimacing as he meet concerned brown eyes Phil tried to explain, “I remember almost nothing from before I woke up in a medical facility two years ago. Don’t ask. Please. All I’ve got is second hand information about what happened. It’s held this long so all of that can wait a little longer. I’m sure you’ve heard by now that SHIELD’s been taken down and the servers dumped on the internet?”

The concerned look hadn’t abated but Phil got a nod before Stark said, “Yea, Jarvis and I have been trying to filter through it to keep the tech stuff under wraps. We’ve been doing it as quietly as possible. But there are thousands or terabits of data. I’m good but even I don’t have the kind of processing power needed to whole scale hide something like this.”

Phil nodded, a bit disappointed. He’d been hoping Stark could just magically make it all go away. With a sigh, Phil asked, “Is there any way you can concentrate your efforts on erasing the traces and mission specs for the undercover operations? SHIELD had a lot of people in the field on long ops that suddenly don’t have covers.” 

Phil watched Stark’s gaze shift to something beyond the screen he’d been using to talk to Phil with. Brown eyes darting back and forth as he read something. Long fingers tapped against the case of the arc reactor. Phil watched them as he waited. The glow was strong, much stronger than the glow in Phil’s memory. There was a twinge up the back of his neck seconds before Phil remembered a moment; heard Tony asking _I'm busy, what do you want?_ Voice completely distracted and obviously only half listening. Remembered the collared shirt that was just a size too small. It had drawn his gaze like nothing other than the sight of the new element had. Remembered the prototype of Captain America’s shield and the sound it had made being crushed under Stark’s particle accelerator. 

Phil blinked back to the present to see Stark looking at him with a triumphant look in those expressive brown eyes. Rolling his own Phil asked, “Figured out that palladium snafu?” 

The face in front of him lit up with discovery before Stark twisted and started working on something just out of the screen. A moment later the man turned back and said, “I’ll do you one better on the SHIELD thing, Coulson. But it’s going to cost you.” 

Phil didn’t sigh, he wanted to but he refused to give Stark the satisfaction. Nodding Phil asked, “What do you want?” 

The grin he got in response unnerved him before Stark said, “I want you in New York for an afternoon. We’ll do lunch and discuss a few matters of ancient history. Retrieve some memories. Maybe make some new ones.” 

Phil did sigh this time before he nodded and said, “Once the situation with SHIELD is stable and as settled as the international community will allow.” 

Stark waved off his concerns and said, “Don’t sweat that. Jarvis and I will take care of your deep covers and do what we can about the tech specs. If your little code bunny can see herself into diverting the files we flag as Hydra into this server we’ll have a lid on this before supper.” 

An alert appeared on his screen giving an IP address Phil assumed was the server Stark had been talking about. Writing the numbers down, Phil looked back up only to find his computer screen once more dark. Another smile tugged at his lips before Phil stood up. They had work to do, a lot of work.


	2. Chapter 2

Dealing with the fall of SHIELD and the server dump had ended up taking a week. Five days of nearly sleepless nights, phone calls from agents on every continent from every seedy corner of the world, and endless amounts of video conferences with every other known (and a couple previously unknown) intelligence agencies. They were finally stable enough that Phil didn’t need to be immediately available for anything. It was time to fulfill his half of the deal he’d made with Stark. 

An afternoon in New York. 

Phil wasn’t actually expecting lunch so he’d planned his arrival just on time. It had felt strange to be back in the city. New and familiar all at the same time. Stark Tower had the same vibe as he walked through the atrium. He couldn’t even tell if he’d been there before. A nagging feeling told him he had, calling in Stark as a last ditch effort to cement a team that apparently wasn’t working as much of a team.

Phil had been forced into several conversations over the past few days that had brought to light a dire situation that Phil didn’t really want to contemplate. It spelled disaster. What team leader didn’t even know the strengths and weaknesses of their members? Shaking his head, Phil pushed it aside. Interpersonal issues aside, the Avengers weren’t doing horrifically poorly. Phil told himself he was just worrying needlessly, that his concerns were unfounded and a result of the anxiety from not having his memories. It wasn’t like the situation hadn’t given him one hell of a temper after all. Worry and nerves over things he couldn’t remember was only a logical step. 

The receptionist didn’t even look up from her typing as he walked through towards the elevators. One of which opened automatically as he approached. Without hesitation, Phil climbed in. The doors closed behind him and the car started moving upwards immediately. The voice of Jarvis came from the speakers saying, “It’s good to have you back Director Coulson.”

Phil frowned, he wasn’t the director of SHIELD. Before he could respond though and correct the AI’s assumptions the doors to the elevator opened into the Penthouse living room. On the low table in the middle sat take away containers. The smell told him it was chinese and it smelled heavenly.

Phil hadn’t made it halfway across the room before Stark appeared and was herding him closer to the food. Pushy as always somehow the man also managed to be a gracious host at the same time. The entire scenario left Phil sitting at the coffee table with chopsticks in his hand amused in spite of himself. Phil didn’t know what it was about Stark but the man had always been able to make Phil smile, even laugh occasionally. Usually well out of hearing range of the genius himself. 

Their conversation was a parody of small talk over their meals. Both of them trying to dance around what Phil knew Stark really wanted to ask about. What memories had returned and how they had been lost in the first place. Phil didn’t know if he could talk about them without losing them and desperately wanted to hold on to the few he’d gotten back. So instead Phil asked about Pepper, _how’s your wife?_ which got him a bitter pained look before Stark asked in return, _how’s your kids?_ which was so ridiculously accurate Phil couldn’t help but laugh. 

The worried look he got in return told him that the laughter might have been a bit hysterical. Not that it mattered. Phil now had three hundred kids to take care of, with more crawling out of the woodwork every time he opened his email. He had no idea how to deal with it all. His training hadn’t covered how to run shady governmental agencies. Individually, Phil could deal with them. Set them up in teams, assign a handler, give them a mission. But that didn’t cover everything Phil had just filled out paperwork to deal with. Arms and ammunition acquisition, funding, travel, food and lodging. Phil had always just done the paperwork and the needed supplies and arrangements had been made. 

Now it was apparently up to Phil to deal with those things and he had no idea where to start or how to organize it. He didn’t even know where SHIELD’s funding had come from originally. 

It was a mess. 

It was also nice to stop for an afternoon and cater to Tony Stark’s whim. Whatever that was going to be. So far it had been delicious chinese and amusing small talk. A tour had taken place next, showing off floors that had clearly designed for people who didn’t use them. Stark didn’t say who or why no one was living in them and Phil didn’t ask. But that nagging feeling about something being very wrong with the Avengers as a team was back. Phil didn’t know if he could shake it off as easily as he had walking into the building. 

The tour ended in Stark’s workshop. Not the one that overlooked the communal living room. The one that was all glass and pristine futuristic working conditions. The one that was twelve floors down, took up an entire floor, wasn’t listed in the elevator, and looked like it would survive being bombed. 

That workshop was an amazement. It was filled with sound and light. Both from the overhead lighting as well as from various holographic displays hovering above their worktops. There were engines on stands in various states of disassembly to one end, fabricators hard at work churning out something at the back and a very familiar couch sitting innocently with a blanket draped over it in a little secluded niche. Phil felt the tension in his shoulders release as they stepped through the glass doors. Here he was safe, as safe as a SHIELD agent could be. 

Phil realized he’d been staring for a few minutes when the monologue abruptly cut off. Looking over his shoulder he caught the worried look Stark was giving him. Before Phil could ask what was wrong though Stark asked, “You okay?” 

Frowning, Phil said, “Of course, why wouldn’t I be?”

The man just behind his shoulder, which Phil turned to look at head on, merely shrugged and mumbled something. Something Phil knew he wasn’t supposed to catch, and heard anyway. _That’s a first._

It made him want to ask, to find out what had gone wrong. But Stark was already moving on, making a beeline for one particular worktop with a prototype laying on it. Phil followed. There would be time later to get to the bottom of everything. Right now though, he was here to submit himself to Stark’s mercy. Whatever form that might take. 

He got a bright, pleased smile when he stopped opposite of the table to Stark. The man fidgeted for a moment before picking up the prototype and explaining, “This,” was said with a flourish, “is B.A.R.F. Which stands for Binary Augmented Retro Framing. What it does is connect to the hippocampus through electromagnetic pulses. And eventually will allow for memories to be altered. Right now that’s a bit theoretical.”

Phil nodded and asked, “And you think this is going to work past the fog in my head and let me have access to my memories?” 

He watched as Stark threw himself down into a chair, nodding before saying, “If my calculations are right, and they always are I’ll remind you, this should let you access them all and make new memories of old memories. A sort of work around since I have no idea what they actually did to you.” 

Phil nodded. Hesitating before asking, “And would knowing what they did change anything?”

Looking down Phil ran his thumb over the joint where holographic display met steel work table. Missing the sharp calculating look that he got from Stark before the man said, “Absolutely, I mean. I don’t know how much impact it would have but tailoring the calibrations to specific memories would make everything less lengthy and painful.”

Phil nodded, looking back up and said, “I’ll lose everything from before the moment it’s specifically brought into a conversation but you’ll be able to get the files from the SHIELD archives that were just dumped.” 

He watched Stark sit up slowly, wary, before saying, “It’s better to have a specific memory to deal with than three quarters of an entire lifetime. And it’s possible that subverting whatever conditioning is keeping the memories suppressed can be reversed or worked around.” 

Phil sighed and said, looking away at one of the half assembled motors, “You’re looking for project TAHITI, it’s a magical place.” 

The catch phrase slipped out immediately following the mention of Tahiti. He could literally feel everything becoming more distant, less bright. He cared less about everything and those couple memories that had come back drifted away into the fog. A sound startled him and Phil turned to look at Stark. The genius was string intently at a read out on a Starkpad, flicking through things with swipes of his fingers. Absently, Stark asked, “So Tahiti,”

That was as far as Phil managed to let the genius get before he said, “It’s a magical place.” 

That got Stark’s attention as the man frown and said, “That’s going to get annoying real fast.” 

Phil sighed in frustration and snapped, “I can’t help it. Every time it’s brought up, I say that and everything gets a little farther out of reach.” 

There was a distracted _huh_ from the other side of the table before Jarvis said, “Sir, if I may direct you to the data block to your left. I believe it might shed a bit of light on the current predicament.” 

The delighted _ha_ was Stark’s only response to his AI. Phil just stood quietly ignoring a sliver of unease that bloomed in his chest as he lost interest in his memories. It was the past, it didn’t matter what happened right?

Music started playing over the loudspeakers and Phil just sighed. The genius had been lost to inventing. Shaking his head, Phil just wandered over to the surprisingly comfortable couch and took a seat. There was a scientific journal sitting half hidden under the couch. Phil rescued it. He wouldn’t understand half of what was in it, but perhaps he’d learn something while Stark was distracted. 

Hours later, Phil was carefully reading through an article concerning a bio-fabric that had some potential to replace kevlar and bandages both when a strange contraption was thrust in front of his face. Grabbing it, Phil looked up the arm attached to it into brown eyes. Raising an eyebrow, Phil silently asked the genius to explain. 

Those brown eyes rolled in exasperation before Stark said, “BARF, this is it. Put it on.” 

Looking down as Stark stalked away, already yelling out fond abuse on DUM-E, Phil turned the contraption around in his hands. It was a headband, of sorts? It would wrap around his head at least covering eyes and ears completely before resting at the base of his skull. Hoping it was more virtual reality than torture, Phil settled the device around his head and found that BARF blocked out both the light and the sound of the workshop. 

It only took a moment before a video started, edged in blue. Phil settled back in the couch to watch. 

Which was when a sharp pain shot through his head and what little sensory input he was getting from the workshop disappeared. He felt like he was now in the video. Following Fury as he stalked through a medical facility. One of the black sites that weren’t supposed to exist anymore. Not since the World Security Council came onboard at least. Phil wasn’t surprised that they hadn’t been disbanded. Just that Fury was walking through one. Directly towards a doctor in a white lab coat. The badge attached to his chest said the man was Roger Davis, doctor. Clearance level: nine. 

“How is he?” Phil heard Fury demand. The doctor hesitated, uneasy with giving bad new to the Director. Phil thought it might have been less the bad news and more that the doctor was giving _more_ bad news. 

The white coat shifted before Davis said, “Worse. We had to sedate him. He tried again.” 

Phil wasn’t surprised when Fury growled in response, “What are you doing to fix him? That’s your job, that’s what I’m paying you to do.” 

Absently as his attention was drawn to the hallway, Phil wondered just who was so important the Director of SHIELD would go to such lengths for them. There was only one door that was closed in the hall. Catching sight of the nameplate next to it, Phil moved closer. He had to read the name three times before it made sense. His name. It was Phil who Fury was putting so much effort into fixing. 

Turning sharply, Phil was suddenly very interested in what was going on. The doctor had taken a step back, holding his clipboard in front of his chest. Watching, Phil decided that the gesture was an unconscious reaction to fear. However, the words that were said seemingly stopped his heart, “We’re doing everything accepted medicine can, he doesn’t want to live, is actively rejecting the Chitauri DNA we introduced into his system to accelerate his healing and grows more despondent every day. Frankly, Director, I don’t blame him. You told the entire world he was dead so anyone who might have cared, who might have talked him around to fighting to get his life back has gone to a funeral of an empty casket. I don’t know what you expect me to do at this point.” 

Phil couldn’t breath. So that’s why no one had ever visited. He’d expected people, two almost impressions that haunted him that had never shown up. Red hair and mischievous blue eyes. Sounds from the ventilation that were never there and _should_ have been. 

Fury’s smirk caught Phil’s attention. He’d always hated that smirk. It meant that whatever the Director was going to say next was going to be something highly immoral, illegal or horrific for those involved. And often, all of the above. He watched Fury clasp his hands behind his back and say, “Then wipe his memories and start over. I know you can. Tell him whatever it takes, the world needs Phil Coulson, and you’ll make sure that happens.” 

Phil swallowed, left hand clenching at his side. This was supposed to be his friend. He and Fury had worked together since their army days. His teeth creaked with the pressure he was clenching them with as anger replaced the numb feeling that stupid phrase gave him. Suddenly, it was imperative to get his memories back. He turned away from Fury and the doctor, who was arguing that those experiments had been done in the sixties and there was no guarantee Phil would even survive. Opening the door to his room, Phil absently heard them talking about the catch phrase, about conditioning him to repeat it as often as possible to reinforce the memory wipe. 

Phil paid it no mind. Instead he looked down at himself. Hooked up to wires and tubes, looking small and frail in the bed. The one man who knew he was alive was consigning him to more violence. He reached out to touch himself on the wrist. The possibility of waking himself up, of telling his past self to run as far and as fast as possible sliding through his mind.

Phil gasped, bolted up right, and promptly fell off the couch as he unbalanced. Panting as he lay on the floor, Phil pinched his eyes closed as something broke inside his head and memory after memory flooded his awareness. 

Skinned knee at six: running away from bullies and a decision to be more like Captain America. Bigger, better, faster. No one would pick on him again. 

Broken arm at eight: fell out of a tree. Red and blue cast. His Dad drew a white star on it and Phil hadn’t wanted the thing to be taken off at the end of his nine weeks. 

Gang fight in an alley, three against one. Phil had been ten. If was the first time he’d seen a gun shot. Seen someone die. He’d never told anyone. The cops had never even shown up. Phil had gotten grounded for getting home late. He’d decided he wanted to help people laying in his bed staring at the poster of the howling commandos. Later, after he’d dropped off to sleep, Phil would dream of that poster animating, of Bucky Barnes telling him about joining the army to serve his country with a wink. Phil would make it his goal the moment the alarm went off the next morning. Join the Army. 

Visions of girls came next, and a few guys. A long painfully embarrassing conversation with his health teacher after he’d been caught making out in the janitor's closet. A decision to never get caught ever again started him on the road to being a spy, even though Phil hadn’t known it at the time. 

A hazy memory of boot camp and shipping out to his first duty station. He could remember the weight of the rifle. In his hands, on his back. Remembered long hours of wondering if he’d made the right choice. Remembered getting selected for sniper school. Taking his first shot, getting his first kill. Remembered being told that it was okay to be upset and sick about taking a life from the camp doctor. Remembered wondering what was wrong with him when nothing happened. He didn’t even have nightmares. 

The grit of sand, the smell of sweat and blood. The sound of mortar fire and explosions all around. The heft of his partner as they ran. Knowing that they couldn’t call for an extraction. Not until the mission was done. Not until the target was eliminated. They sent him to officer school after that, and Phil hadn’t coped as well as they were predicting. He got his degree though and they put him in charge of a black ops team. Specialized. Just like Captain America. He still had no idea what had happened during their celebrations. Just a haze of alcohol and feeling like he was on top of the entire world. That nothing could touch him. 

Getting shot in the hip. Praying that it wasn’t serious and he’d be able to return to active duty. Nearly bleeding out before his partner could get him to help.

Getting out of the army when an IED took out most of his team and seriously wounded the rest. Phil still had the shrapnel scars on his legs. They ached when it rained. 

Fury offering him a job, as a spy in SHIELD. Phil hadn’t said yes until he saw the wall. The Wall of Valor. James Buchanan “Bucky” Barnes. He’d stared at that one name until the security guard had told him he had to leave so they could lock up. He’d been back before they opened the next morning to tell Fury yes. Desperate to be apart of a history that had Bucky Barnes attached to it.

Clint Barton. Young, not as young as Phil had thought. Cocky, sure, good. Better than good, the best Phil had seen in a decade. He’d spent the better part of two years carefully tracking the man until circumstances aligned and Phil made his pitch. 

Natasha a year later. Clint had drug her in. Bruised, bloody and defiant. Unwilling to back down and compromise until he’d negotiated terms. Phil had been ashamed to realized that Fury had undermined every promise Phil had made to Barton. He’d spent the next fifteen years trying to make up for it. Protecting Barton and overlooking the little moments of insubordination. Had forced Fury to make Phil their handler. It had worked out better for everyone that way. 

Watching footage of Iron Man. Feeling anew the awe that had infused him in the moment he realized that the flashy red and gold suit wasn’t a drone, that there was a person inside of it. Wondering what it would take to get Stark to let him take it out for a joy ride. 

Thor and his hammer. Darcy Lewis, professional cat herder and Dr. Jane Foster who tamed a giant and taught him how care. 

Captain America and the tesseract. Dr. Selvig and Loki. 

Meeting Steve Rogers and being both thrilled and disappointed. This man was so much less than he’d been led to believe. So much smaller, weaker, fragile. That all changed the moment the suit was put on. Like a switch being flipped. Phil still couldn’t quite gets past that initial disappointment though. 

Getting stabbed, dying. 

Phil gasped again. Blinking his eyes rapidly, tears falling down his nose. He turned his head slightly to press his forehead into the floor. It was all back. Every single lost memory. Buzzing about in his head like a swarm of angry bees. An inquisitive beeping above his head had Phil twisting and shoving himself back. Exasperated words filtered their way through the thousands of sounds he’d forgotten, “DUM-E I will not be held responsible if you get damaged because you couldn’t listen when I told you to stay away.” 

There was another beeping before Stark’s voice, tight with panic shouted, “NO! Bad DUM-E! Put the fire extinguisher down! DO not spray Agent. He will not be happy, I will not be happy.” 

Phil blinked again, his surroundings coming into focus. He blinked again in confusion as DUM-E wheeled himself a little closer, the fire extinguisher indeed in his claw. Phil braced himself for a foam bath. One that never came. Releasing a breath Phil said quietly, “I’m alright, I’m fine.” 

It was mostly to reassure himself but apparently the bot decided it was for him because his space was abruptly free of two thousand pounds of rolling robot. Replacing DUM-E though was Stark himself. Looking concerned and trying not too. Phil could see it. Rubbing a hand over his face, Phil repeated a little louder, “I’m alright, I’m fine.” 

Stark nodded, the worried edge to his expression easing a bit before the man stood and offered Phil a hand up. Eyeing the appendage suspiciously Phil asked, “Thought you didn’t like being handed things?”

Stark gave him a rueful smile before explaining, “I don’t. I hate being handed things. Stems from a shitty childhood. Howard had this trick he’d do to all the new guys. He’d have one of them try and pick up a bolt or a nut that was just cold of red hot and they would all have a great laugh about it. Well, one day I was pestering him about going to the factory with him. I pushed and pushed. Well past the point I knew was safe and finally Howard agreed. I thought it was going to be the best day ever. Me and Dad, you know?”

Phil nodded, he’d had days like that with his Dad. He didn’t think his days ended the same way Stark’s did though and a sick feeling started as his brain connected the dots. Shaking his head, Phil asked, “He asked you to pick up a bolt didn’t he?”

Stark raised an elegant eyebrow with a smirk and said, “Howard wasn’t nearly as restrained when he wouldn’t be facing a lawsuit. He handed it to me. And when I dropped it he laughed. I wasn’t allowed to go with him to the factory again until I figured out how to hold on to the things he handed me.” 

Phil shuddered and clenched his left fist. If only the man wasn’t dead. Phil would go back and hit him. That was the shittiest thing Phil had ever heard of a father doing to their son. Out of the corner of his eye, Phil saw Stark shrug again and say, “I was sent away to school the next year so it never mattered.” 

Glaring Phil snapped, “It fucking well did, it was his job to love and protect you. To raise you to be a good man. That you turned out as well as you did is a goddamned miracle.” 

Stark just shrugged again. Clearly dismissing the topic. Phil sighed. Clint had been the same way when the topic had come up once about extended family. Smiling in spite of his anger with Howard Stark. Phil had his memories back. The sudden need to laugh was nearly overpowering. Instead, Phil sat down on the couch. Stark settled in at the other end and asked, “So memories, go.”

Rolling his eyes, Phil said smile still hovering about his lips, “Returned.” 

Stark nodded and said, “I saw the memory with Fury and the doctor. It was projected.” 

Phil nodded and asked, “Intentionally?”

He watched Stark hesitate before the man said, “Yes and no. Yes I want to be able to project the memories, but no because I hadn’t realized that it was a default.” 

Phil wasn’t expecting an apology. Wasn’t disappointed when he didn’t get one. As far as Phil knew Stark hadn’t apologized seriously to anyone, including Pepper Potts, since Howard and Maria had died. Merely waited until the realization sunk into Stark’s head that he had successfully returned Phil’s memories. That his invention worked. Watched it happen on Stark’s face before the man clapped excitedly and said, “This calls for a celebration!”


	3. Chapter 3

Early morning sunlight shining into his eyes woke Phil. For a moment he just blinked in confusion. Then the body next to him shifted, mumbled something that might have been a query, and snuggled into Phil’s neck. He blinked in confusion again, but this time down at the dark head nestled so trustingly against his shoulder. Phil couldn’t help a fond smile. Who would have thought that Tony Stark would be an adorable cuddler. 

Shifting slowly, Phil carefully moved out of the bed. Once free and sure that Stark was still sleeping, Phil stretched. Memories of the night before making themselves known through aches and pains from energetic sex. It had entirely been worth it. Making his way on silent feet, he took care to clean up in the bathroom before pulling on his slacks. The rest could wait. He’d call May in the kitchen while stepping through the mental gymnastics a Stark coffee pot was sure to be. 

And possibly breakfast, though Phil hadn’t a clue what Stark would actually eat. The man seemed to be picky about his food, but that could just be paranoia. Phil was well acquainted with people being out to get you and the need for vigilance in response. Drugs were easy to get into food and drink. Drugged captives didn’t argue as much. Stepping lightly down the stairs Phil was tempted to whistle, and only the thought of the man upstairs in a giant bed meant for two sleeping soundly kept him from partaking.

The kitchen was easy enough, the appliances were standard things that practically anyone could buy. The quality was better, but they were still the same items Phil was intimately familiar with, even the coffee pot. Nosing through the cupboards feeling like he was doing something he shouldn’t as Phil looked for coffee and filters. Ignoring the sensation, he asked, “Jarvis? Do you think you could get a call into Melinda May? I need to make sure the sky hasn’t fallen.” 

The AI was prompt and crisp as it replied, “Permitting you do not delay in the conversation you are planning to have with Mr. Stark.”

Phil blinked yet again, this time in shock. Shrugging a shoulder, he said hands busy measuring, “If you’re worried I’m going to lead him on, that’s not an issue. If you’re worried that I’m going to come between him and Ms. Potts, that’s not an issue either.”

There was a poignant silence from the ceiling as Phil finished up and started the pot brewing. Sighing he said, “I promise that I will speak with Tony Stark as soon as he wakes up. In the event of an emergency, I will call him the moment I’m free to do so.” 

That seemed to be what the AI was looking for as a ringing started. It only took three before Melinda picked up and said, “Just a couple of hours May, I’ll be back by supper May, keep an eye on the kids while I’m gone May.” 

Phil suppressed a sigh. Instead, plastering a cheerful smile on his face, just in case she could see him and said, “Good Morning Melinda. Everything still secure?”

There was a bit of a huff before she replied, “The world hasn’t ended, the plane hasn’t fallen out of the sky, and I haven’t killed anyone.” 

Phil’s smile loosened slightly in response. Melinda continued, “We are holding down the fort currently, nothing new has been sent up, and you wouldn’t happen to know anything about that would you?” 

Phil hesitated before saying, “No.” 

Phil wasn’t quite sure he wanted her to know that he was the acting Director of SHIELD while he tracked down Fury and figured out what the hell had gone wrong. Though in light of what Phil had learned when he’d gotten his memories back perhaps tracking Fury down would become less of a priority. Phil wasn’t particularly happy with the man and wasn’t particularly keen on seeing that unapologetic face staring him down. Daring Phil to be upset with the steps the man had taken for the world. 

The hum he got in response told him Melinda hadn’t bought his bull shit but was willing to leave him alone on it for the moment. Instead, she asked, “So what did Stark want with his afternoon?” 

Now Phil’s smile turned harsh, a shark's smile. Now, he would find out if his team had been given orders to bring up Tahiti to keep his memories at bay. The listless hopelessness that had driven him to such lengths in the hospital was creeping back, and he’d have to deal with that sooner or later but the knowledge that Clint and Natasha had been made to believe he was dead helped ease things. They hadn’t visited because they didn’t know they could. That was different than not visiting because they didn’t want to, or worse because they had been ordered not too. Crossing his arms and looking up to where Melinda’s voice was being projected from, Phil told her, “Stark had a new gizmo he wanted to test out. Thought it could help get my memories back.” 

There was an inhale of breath from the other side of the line before Melinda asked, “Did it work?”

Tilting his head to the side slightly Phil said, “Yes.”

There was a release of breath, quiet enough that Phil thought he wasn’t meant to have heard that before she said, “Good. That’s good. I can stop looking like an idiot when I bring up things, and you don’t remember.” 

That didn’t sound like someone who was supposed to keep him knocked down and pliant. Frowning, Phil asked, “So you weren’t aware of what the catchphrase was doing?”

The silence was oppressive before Melinda demanded, “What was going on Phil?”

Turning he grabbed a cup of coffee and said, “For the good of the world, Fury had SHIELD medical lock my memories away because I’d given up. That stupid phrase, it’s a magical place, reinforced whatever they did keeping my memories locked away in my head. Nothing from before being presented the Bus.”

Melinda’s response was instant, “Shit. Where is he?” 

Phil’s head jerked to the side in a bemused shake before he said, “I don’t know, and I’m not sure if I want to know. Even with the mess that SHIELD’s in right now.” 

There was a sigh before she said, “I can see that, but if you don’t know where Director Fury is where are our orders coming from?”

Phil winced. He should have known she’d catch on eventually. Melinda knew him best after all. Before Phil could answer a voice spoke up from the stairs saying, “That would be yours truly. Good morning Agent May.” 

Phil whipped around to find Tony Stark leaning against the railing, arms crossed over his chest and a pleased smirk on his face. Melinda’s voice came from the speaker deadpanning, “Tony Stark, Director of SHIELD. Why do I think that’s the worst idea in history?” 

Phil took a sip of his coffee and stared wide-eyed at Stark. The man only rolled his eyes and told her, “Oh ye of little faith. The only thing I know how to do better than running a business is getting on SHIELD agent’s nerves.” 

That got a huff that might have been a laugh before Melinda said, “Don’t break Coulson, Stark. Or I’ll make sure you don’t live to regret it.” 

There was a click as the phone disconnected that didn’t quite reach Phil as he stood mechanically sipping coffee and staring at Tony Stark. Who had just put himself in a very precarious position to keep Phil from coming under fire from his own team. Phil cleared his throat and turned back to the cabinets to grab another mug. The least he could do is have something to hand over when the man was close enough. 

Stark was looking at him like an experiment had just gone wrong, and the genius couldn’t quite figure out why when Phil turned back around. Clearing his throat, Phil said, “Thank you.” 

Stark nodded, expression guarded as Phil set the coffee down on the island and pushed to towards Stark. Not even attempting to hand the man the mug. Instead, Phil cleared his throat again and stated, “I was planning on finding Fury and wrangling him back into his responsibilities, but after yesterday, I’m not entirely sure that it’s a good idea. Which means that I’m in charge until further notice and I have no idea what I’m doing, so thank you because now I can continue to pretend that the missions are coming from somewhere other than my desk and they’ll continue listening to me without question.” 

Phil saw Stark relax slightly before the genius said, “It’s nothing. I was planning on offering anyway. I mean I’m busy, I’m always busy, but with Pepper as CEO I can foster some of what she’s making me do back on her shoulders where it's supposed to be. SHIELD’s going to need all the help it can get. Your financials are a mess to start with, and even with all the unexpected layoffs Project Insight brought about getting back in the black is going to take some time.”

Phil nodded and asked, “Why are you willing to help out?”

He watched Stark look away before the man said, “Because I took over Stark industries when I was twenty-one after a lifetime of being raised to do so, and still fucked up. If it hadn’t been for Stane, I probably would have bankrupted the company in the first five years. SHIELD’s important, it’s important to the world. And after New York, I have the feeling that we’re going to need SHIELD more than ever sometime in the not so distant future.”

Phil nodded, that made sense. Stark wasn’t quite done though as the man gave him a roguish smirk and said, “I also don’t plan on footing the bill for the Avengers either. We’re SHIELD’s creation so SHIELD can manage upkeep and maintenance.” 

He took a sip of his coffee to keep from releasing a sigh. There was always a catch somewhere. Except Phil didn’t think Stark was actually serious. Frowning, Phil asked, “That sounds like the Tony Stark everyone loves to hate, but I can’t shake the feeling that something isn’t right there. So what’s the real reason?” 

He got a sheepish grin before Stark said, “My liquid funds are a bit tied up at the moment in the Maria Stark Foundation, and the Maria Stark Foundation is a bit tied up with the ground level fall out of three helicarriers dropping out of the sky.” 

Phil shook his head. Stark would never cease to amaze him. It was such a little thing that everyone would over look, would brush off as a tax write off. But Phil had the nagging sensation that Tony was far more involved in the Maria Stark Foundation than anyone realized, especially if the man's liquid assets were utterly tied up in it. Sipping on his coffee, Phil let the matter go. 

Silence reigned supreme in the kitchen for a long moment before Phil blurted, “I’m not gay.” 

There was a resigned sigh from the other side of the breakfast bar before Stark remarked, tone heavy with irony, “So we’re talking about last night then.” 

Phil shrugged his right shoulder before replying, “Part of my deal with Jarvis to get a call into Melinda.” 

There was a snort that had Phil looking up and over at Stark only to watch the man rubbed both hands over his face. Phil’s eyes roved over the enticing view of skin that Stark’s dressing robe didn’t cover. He could see why Stark never wanted for pretty, accommodating company and had first-hand knowledge of why they always left satisfied. Leaning in against the counter, Phil waited. 

Stark shook his head a moment later and said, “I wasn’t expecting anything more you know. I’m very good at loving and leaving.” 

Phil shook his head, hearing the lie in Stark’s tone without issue. A small smile drew his lips up before he said, “I know it’s cliched, but this isn’t a shortcoming of yours Stark. This is all on my shoulders. Standard me, not you schtick.” Phil sipped his coffee and watched his words hit before he continued, “Sex is sex and has always been that way for me. It’s one of the reasons I was such an excellent agent. If you ever looked at my file, you’d have seen that most of my missions were coded IC-D. Short for Information Collection, data type.” 

He could see that he had Stark’s attention and a raised eyebrow indicated Phil should continue, “No matter what form it takes I can appreciate the human body and consequently worship the details that make everyone an individual. What’s harder is emotional attachments. It takes a long time for me to form them. It took me years to feel like Clint and Natasha were friends for example. And when I consider settling down it’s always with a partner of the opposite gender. Well, a partner who presents as the opposite gender I suppose. It’s less about the biological aspects.” 

Looking up from where his gaze had dropped as he tried to explain Phil met Stark’s gaze head-on. Those honey colored eyes darted sharply back and forth as Phil watched. He watched Stark take a drink of his coffee before the genius stated, “So sex is good, but anything more is out of the question than.” 

Phil didn’t roll his eyes, he did sigh, but that was it. Gently, he set his coffee cup down before rounding the breakfast bar to where Stark was standing. Cupping his hands around Stark’s jaw, Phil leaned in and pressed a gentle kiss to unresisting lips before he said gently, “No, I’m telling you that while I find you physically appealing, I will be incapable of fulfilling your emotional needs for a relationship of a romantic nature. Experience has taught me that it’s better that this comes out now rather than later. I don’t want to hurt you Stark, and I don’t want to hurt whatever affection we are building between us.” 

Phil watched as Stark pulled away, scoffed and mumbled sarcastically, “It’s not you, it’s me.” 

Chuckling, Phil agreed, “True, in this case at least.” 

Stark sighed, dramatic and ridiculously overly loud before the man said, “It’s fine, I forgive you for leading me on.” 

Phil rolled his eyes, a smile tugging his lips up as he returned to his coffee cup before he said, “Well if I’d known you were going to be mature about all of this I’d have propositioned you ages ago.”

A bark of laughter drew his attention before Stark asked, “However did you resist my overwhelming charms?” 

Smiling fully, Phil said, “By getting sent to New Mexico to deal with Thor really. I was expecting to be jumped the moment you’re life wasn’t hanging in the balance.” 

There was an accenting note before Stark asked, “So what’s it like?” 

Phil looked over and raised an eyebrow before asking, “What’s what like?” 

He watched Stark wave a hand vaguely before saying, “The whole no emotion thing.” 

Shaking his head, Phil got more coffee. Holding the pot up in a question to Stark, Phil offered the genius a refill. Which got him a raised eyebrow and yeah, Phil could understand where he’d gone wrong there. Pouring the rest of the pot into Stark’s cup considered the question before he said, “I’ve got emotions just like anyone else Stark. The state of my memories never changed that at least. It just takes time and trust for me to form an emotional attachment to anyone.” 

Phil sighed as he sipped his coffee as he saw that Stark didn’t get it. Grimacing Phil said, “I know, hard to wrap your head around it. Army psych called me a sociopath several times even though I’ve never failed and empathy test in my life. I just don’t connect easily with people, I have to have a reason to care about them as more than a living breathing individual.” 

That got him a nod before Stark shrugged and asked, “So, friends?” 

Phil shook his head and said, “Getting there.” 

It was the most accommodating acceptance of his unruly nature that Phil had ever encountered and somehow it didn’t much surprise him that Tony Stark would be the one who took everything in stride and just moved on to the next item to be dealt with. If nothing else Phil could appreciate the futurist side of the man. A bright smile was thrown his way before Stark was off rambling on changes and restructuring that he thought would help SHIELD in the long run. Phil just smiled and relaxed. Yes, indeed. They were definitely getting there.


End file.
